Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

As previously announced, a special committee of the Board of Barnes & Noble, Inc. (the Company), assisted by independent legal counsel, is reviewing the Companys stock option practices. As
also previously announced, the Securities and Exchange Commission is conducting an informal inquiry with respect to the Companys stock option practices, with which the Company is fully cooperating. On August 25, 2006, the Company received
a subpoena from the United States Attorney for the Southern District of New York requesting documents regarding those stock option practices. The Company intends to cooperate fully in responding to that subpoena.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.